Non-Shareholder Director Cannot Invoke Section 241-242 | NCLT Dismisses Petition

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  • Last Updated on 3 December, 2025

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non-shareholder director

Case Details: Ramaswamy Ramanujam vs. Evenforce Technologies (P.) Ltd. - [2025] 180 taxmann.com 513 (NCLT-Beng.)

Judiciary and Counsel Details

  • Sunil Kumar Aggarwal, Judicial Member & Radhakrishna Sreepada, Technical Member
  • Rohith R. Kamath for the Petitioner.
  • Uday Shankar for the Respondent.

Facts of the Case

In the instant case, the petitioner was offered the post of director of marketing by respondent no. 2 in the respondent no. 1 company. The petitioner joined as director of marketing in the respondent no. 1 company and was formally inducted as a director on the board of directors of the respondent no. 1 company. The respondents no. 3 and 4 communicated the memorandum of understanding (MOU) to the petitioner, and the petitioner thereafter responded to them.

The petitioner filed a petition under section 241-242 of the Companies Act, 2013, seeking relief, including to declare that the petitioner is the ‘shareholder’ of the respondent no. 1 company holding 800 shares and directing the respondents to rectify the register of members to include the name of the petitioner as ‘shareholder’ of respondent no. 1.

The respondents filed counter/reply to the application contending that the petitioner did not have the right to apply under section 241 on account of not satisfying the minimum threshold as mandated in section 244; which clearly provides that, in the case of a company which has share capital, not less than any member holding one tenth of the share capital of the company can approach this Tribunal.

It was noted that the shareholding pattern mentioned by the petitioner in the petition showed that he was not a shareholder as of the date of filing.

NCLT Held

The NCLT held that, since the petitioner had no shares allotted to him under section 56 read with section 2(55), he was not a member entitled to invoke the provisions of sections 241-242 and, therefore, the petition was not maintainable in the absence of shareholding.

List of Cases Referred to

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Author: Taxmann

Taxmann Publications has a dedicated in-house Research & Editorial Team. This team consists of a team of Chartered Accountants, Company Secretaries, and Lawyers. This team works under the guidance and supervision of editor-in-chief Mr Rakesh Bhargava.

The Research and Editorial Team is responsible for developing reliable and accurate content for the readers. The team follows the six-sigma approach to achieve the benchmark of zero error in its publications and research platforms. The team ensures that the following publication guidelines are thoroughly followed while developing the content:

  • The statutory material is obtained only from the authorized and reliable sources
  • All the latest developments in the judicial and legislative fields are covered
  • Prepare the analytical write-ups on current, controversial, and important issues to help the readers to understand the concept and its implications
  • Every content published by Taxmann is complete, accurate and lucid
  • All evidence-based statements are supported with proper reference to Section, Circular No., Notification No. or citations
  • The golden rules of grammar, style and consistency are thoroughly followed
  • Font and size that's easy to read and remain consistent across all imprint and digital publications are applied